Schedules January 14, 2020
Special Meeting of Securityholders
CALGARY, Dec. 11, 2019 /CNW/ - Encana Corporation (NYSE,
TSX: ECA) today filed its definitive Proxy Statement/Prospectus
with the U.S. Securities and Exchange Commission and Canadian
securities regulatory authorities related to its intention to
establish corporate domicile in the
United States.
The Special Meeting of Securityholders is planned for
January 14, 2020 at 8 a.m. MT. Encana shareholders and incentive
award holders as of the close of business on December 9, 2019 will be entitled to notice of
and vote at the meeting.
The single reorganization resolution, as further outlined in the
definitive Proxy Statement/Prospectus, must be approved by at least
two-thirds of votes cast. The resolution will accomplish three
initiatives:
- To establish the Company's corporate domicile in the U.S. The
migration to the U.S. from Canada
is expected to expose the Company to increasingly larger pools of
investment in U.S. index funds and passively managed accounts.
Today, the majority of Encana's assets, people and production are
in the U.S. The migration to the U.S. from Canada will better align our business
operations with the corporate domicile, as well as our U.S.-based
peers. Additional details can be found in the definitive Proxy
Statement/Prospectus.
- To rebrand under the name Ovintiv Inc. The new corporate name
reflects the significant and recent transformation of the Company.
Pending securityholder, stock exchange and court approvals, Ovintiv
will begin trading on both the New
York and Toronto stock
exchanges under the ticker symbol "OVV."
- To complete a consolidation and share exchange for effectively
one share of common stock of Ovintiv for every five common shares
of Encana.
The Encana Board unanimously recommends that Encana
securityholders vote FOR the reorganization
resolution.
The strategic initiatives above are being implemented to further
create shareholder value and to recognize the Company's significant
transformation over the last five-plus years. Key highlights of
this transformation include:
- The Company has created a high-quality, liquids-rich,
multi-basin portfolio with nearly 1.3 million net acres in
North America's premier resource
plays – the Permian, Anadarko and Montney. In 2019, more than 80% of total
capital investments are being allocated to development plays in the
U.S.
- Oil and condensate production has grown seven-fold since 2013.
Average net daily production in the most recent quarter was
approximately 605 MBOE/d, including 237 MBOE/d of oil and
condensate.
- In 2018 and 2019 (estimated through year-end), Encana has
delivered competitive liquids growth, significant free cash flow
and returned more than $1.5 billion
to shareholders through its stock buyback initiative and quarterly
dividends.
If Encana shareholders or incentive award holders have any
questions or require assistance in voting their Encana common
shares or incentive awards, please contact: (i) Kingsdale Advisors
by telephone at 1-866-229-8166 (toll-free in North America) or at 1-416-867-2272 (collect
outside North America); or (ii)
Innisfree M&A Incorporated by telephone at 1-877-800-5192
(toll-free in North America) or at
1-212-750-5833 (collect outside of North
America).
Important Information for Investors and
Securityholders
This communication is not intended to and does not constitute an
offer to sell, buy or exchange or the solicitation of an offer to
sell, buy or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale,
purchase, or exchange of securities or solicitation of any vote or
approval in any jurisdiction in contravention of applicable law. In
connection with the proposed corporate reorganization that
includes, among other things, the redomicile, Encana's subsidiary
1847432 Alberta ULC, a predecessor to Ovintiv Inc. ("Ovintiv"), has
filed a registration statement on Form S-4, which includes
Ovintiv's prospectus as well as Encana's proxy statement (the
"Proxy Statement/Prospectus"), with the U.S. Securities and
Exchange Commission (the "SEC") and Canadian securities regulatory
authorities. The registration statement was declared effective by
the SEC on December 11, 2019 and
Encana plans to mail the definitive Proxy Statement/Prospectus to
its shareholders and holders of its equity incentives on or about
December 16, 2019 in connection with
the proposed corporate reorganization. INVESTORS AND
SECURITYHOLDERS OF ENCANA ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ENCANA, OVINTIV, THE CORPORATE
REORGANIZATION AND RELATED MATTERS. Investors and securityholders
may obtain free copies of the definitive Proxy Statement/Prospectus
and other documents filed with the SEC by Encana or Ovintiv through
the website maintained by the SEC at www.sec.gov. Investors and
securityholders will also be able to obtain free copies of the
definitive Proxy Statement/Prospectus and other documents filed
with Canadian securities regulatory authorities by Encana, through
the website maintained by the Canadian Securities Administrators at
www.sedar.com. In addition, investors and securityholders will be
able to obtain free copies of the documents filed with the SEC and
Canadian securities regulatory authorities on Encana's website at
www.encana.com or by contacting Encana's Corporate Secretary.
Participants in the Solicitation
Encana and certain of its directors, executive officers and
employees may be considered participants in the solicitation of
proxies in connection with the proposed corporate reorganization.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the
securityholders of Encana in connection with the corporate
reorganization, including a description of their respective direct
or indirect interests, by security holdings or otherwise, is
included in the definitive Proxy Statement/Prospectus described
above filed with the SEC and Canadian securities regulatory
authorities. Additional information regarding Encana's directors
and executive officers is also included in Encana's Notice of
Annual Meeting of Shareholders and 2019 Proxy Statement, which was
filed with the SEC and Canadian securities regulatory authorities
on March 14, 2019. This document is
available free of charge as described above.
ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This
news release contains forward-looking statements or information
(collectively, "FLS") within the meaning of applicable securities
legislation, including Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. FLS include: completion of the corporate
reorganization, including corporate domicile; timing of the special
meeting of securityholders; benefits of the transaction including
exposure to increasingly larger pools of investment, alignment with
U.S. peers, inclusion in indicies and funds, and demand for our
shares; highlights from our transformation, including strategic
initiatives, production and capital program; asset composition; and
sustainable business model and ability to generate free cash flow
and return cash. FLS involve assumptions, risks and uncertainties
that may cause such statements not to occur or results to differ
materially. These assumptions include: the ability to receive, in a
timely manner and on satisfactory terms, required securityholder,
stock exchange and court approvals; assumptions contained in our
corporate guidance; and expectations and projections made in light
of Encana's historical experience and its perception of historical
trends. Risks and uncertainties include: failure to achieve
anticipated benefits of the corporate reorganization, including
inclusion in certain indicies or funds; receipt of securityholder,
stock exchange and court approvals and satisfaction of other
conditions; risks relating to the new company following the
reorganization; publicity resulting from the reorganization and
impacts to the company's business and share price; risks that
certain shareholders may be required to sell or are not permitted
to hold our shares following completion of the reorganization;
risks outlined in our corporate guidance; changes in or
interpretation of laws or regulations; and other risks and
uncertainties as described in Encana's Annual Report on Form 10-K
and Quarterly Report on Form 10-Q, as described from time to time
in Encana's other periodic filings as filed on SEDAR and EDGAR, and
as described in the definitive Proxy Statement/Prospectus. Although
Encana believes such FLS are reasonable, there can be no assurance
they will prove to be correct. The above assumptions, risks and
uncertainties are not exhaustive. FLS are made as of the date
hereof and, except as required by law, Encana undertakes no
obligation to update or revise any FLS. Further, descriptions in
this communication are summary in nature and may not fully describe
all underlying legal and tax principles of the corporate
reorganization. Investors and securityholders are urged to read the
Proxy Statement/Prospectus and other relevant documents filed or to
be filed with the SEC and Canadian securities regulatory
authorities when they become available for details on the corporate
reorganization.
Further information on Encana Corporation is available on the
company's website, www.encana.com, or by contacting:
Investor
contact:
(281) 210-5110
(403) 645-3550
|
Media contact:
(281) 210-5253
|
View original content to download
multimedia:http://www.prnewswire.com/news-releases/encana-files-definitive-proxy-statementprospectus-300973572.html
SOURCE Encana Corporation